Does Mr. Sandless have the right of first refusal to purchase my business?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
We shall have the irrevocable first right and option to purchase your Business on the same terms and conditions as any bona fide purchaser. If you receive an acceptable bona fide offer from a third party to purchase the Business or any or all of the Business's assets, you shall provide us with a copy of the written purchase offer, which offer shall contain all of the terms of the proposed sale and the identity of the proposed purchaser. At our request, the proposed purchaser shall promptly complete and submit to us a franchise application and any other information we deem necessary, in our discretion, to evaluate the proposed transferee. We may exercise this right of first refusal by notifying you of our decision to do so in writing within thirty (30) days after receipt of all items required above. Silence on our part shall constitute rejection of the right of first refusal. If we fail to exercise this option, all provisions relating to assignment of this Agreement remain in full force and effect. Our election not to exercise our option as to any offer shall not affect our right of first refusal as to any subsequent offer. Any sale or attempted sale without first giving us the right of first refusal shall be void and of no force or effect. Any material changes to the terms of the written purchase offer shall constitute a new offer, and we shall again have the right of first refusal described herein.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2025 FDD)
According to Mr. Sandless's 2025 Franchise Disclosure Document, Mr. Sandless retains the first right of refusal to purchase a franchisee's business. This means that if a franchisee receives a legitimate offer from a third party to buy their Mr. Sandless business, they must first present that offer to Mr. Sandless. Mr. Sandless then has the option to match the offer and purchase the business themselves.
The franchisee is required to provide Mr. Sandless with a copy of the written purchase offer, including all terms of the proposed sale and the identity of the potential buyer. At Mr. Sandless's request, the proposed buyer must complete a franchise application and provide any other information Mr. Sandless deems necessary to evaluate the potential transfer. Mr. Sandless has 30 days after receiving all required items to notify the franchisee in writing of their decision to exercise their right of first refusal.
If Mr. Sandless does not respond within 30 days, it is considered a rejection of their right of first refusal. However, Mr. Sandless's decision not to exercise their option for one offer does not affect their right to refuse any subsequent offers. Any sale or attempted sale without first offering Mr. Sandless the right of first refusal is considered void. Furthermore, any significant changes to the terms of the purchase offer constitute a new offer, which would again trigger Mr. Sandless's right of first refusal.